Placing and Notice of EGM
Borders & Southern Petroleum plc
15 August 2007
For release 07.00, 15 August 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THE
REPUBLIC OF IRELAND
Borders & Southern Petroleum plc
(the 'Company')
Placing of 50,000,000 new Ordinary Shares at 30 pence to raise £15 million (the
'Placing')
Notice of Extraordinary General Meeting ('EGM')
Borders & Southern Petroleum plc (AIM: BOR) announces today that it has, subject
to the terms and conditions of the Placing and the passing of resolutions by
shareholders at the EGM, successfully raised £15 million before expenses through
a placing of 50,000,000 Ordinary Shares (the 'Placing Shares') at 30 pence each.
The Placing Shares have been conditionally placed with institutional investors
by the Company's broker, Ocean Equities Limited, and Panmure Gordon & Co.
The net proceeds from the Placing will be used by the Company to fund the
acquisition of 3D seismic data over a number of prospects within its Falkland
Islands Acreage. The 3D seismic data will be used to provide information on the
potential reservoir distribution, enhance prospect delineation and to assist in
the location of exploration wells. In addition the 3D seismic data will be used
to investigate the numerous amplitude anomalies identified on the Company's 2D
seismic data to authenticate the presence of direct hydrocarbon indicators and
thereby reduce the exploration risk.
The Company has received tenders from a number of seismic contractors for the
provision of the proposed 3D seismic survey. It is anticipated that, subject to
agreeing final terms, the 3D seismic survey will commence in the fourth quarter
of this calendar year.
In order to implement the Placing, the Company is today calling an Extraordinary
General Meeting of its shareholders to be held at 11.00 a.m. on 10th September
2007 at the offices of Tavistock Communications at 131 Finsbury Pavement,
London, EC2A 1NT to seek s80 authority and s89 authority to allot relevant
securities on a non-pre-emptive basis in respect of an aggregate nominal amount
of £500,000 to enable the Placing Shares to be issued. The Company is also
seeking additional s80 authority and s89 authority to allot relevant securities
on a non-pre-emptive basis in respect of an aggregate nominal amount of £200,000
to provide the Company with the flexibility to issue additional relevant
securities should the Directors deem that it is in the best interest of the
Company to do so.
Copies of the circular, which has been sent today to the shareholders of the
Company and sets out further information on the Placing and provides notice of
the EGM, are available free of charge from the Company's registered office
during normal business hours on any weekday (Saturdays and public holidays
excepted) until 10th September 2007.
Howard Obee, CEO of the Company, commented:
'I am delighted to announce that we have successfully raised the funds to enable
the Company to undertake a 3D seismic programme on our Falkland Islands Acreage.
The work that we have done to date, which has included the acquisition,
processing and interpretation of 2,862 km of 2D seismic data, as well as
commissioning and completing numerous technical studies, has revealed numerous
structural leads. These comprise four-way dip anticlinal closures, three-way dip
thrust fault closed structures, and tilted fault blocks. Many of these
structures are large. Seven leads have a mapped area of closure of over 50 sq
km, with one structure exceeding 130 sq km. Significantly these structures have
the potential for stacked reservoirs, providing multiple targets within the same
prospect.
The Company believes that its prospects are worthy of exploration drilling. The
acquisition of 3D seismic data takes us a step closer to this goal.'
ENDS
For further information please contact:
Howard Obee, Borders & Southern Petroleum plc Tel: 020 7661 9348
Guy Wilkes, Ocean Equities Ltd Tel: 020 7786 4370
Katherine Roe, Panmure Gordon & Co Tel: 020 7459 3600
Christopher Caldwell, Insinger de Beaufort Tel: 020 7190 7022
Simon Hudson, Tavistock Communications Tel: 020 7920 3150
APPENDIX
Terms and conditions of and important information on the Placing
The Placing and the terms and conditions herein are directed exclusively at
investment professionals (within Article 19 (5) of the Financial Service and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended)) (such category
of investors being referred to as 'Relevant Persons') and no other person should
respond to this announcement. Accordingly, this announcement is exempt from the
general restriction set out in Section 21 of FSMA on the communication of
invitations or inducements to engage in investment activity and has not been
approved by a person who is authorised under the FSMA.
Members of the public are not entitled to take part in the Placing and this
announcement is communicated to them for the purposes of information only in
accordance with the AIM Rules. This announcement and the terms and conditions
herein must not be relied on, acted on or responded to by persons who are not
Relevant Persons. If you are in any doubt as to whether you are a Relevant
Person you should consult a professional adviser for advice.
This announcement and appendix do not constitute an offer to sell or issue or
solicitation of an offer to buy or subscribe for new Ordinary Shares in any
jurisdiction, and any acquisition or application for Ordinary Shares should only
be made on the basis of information contained in this announcement.
THE ORDINARY SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR ANY OTHER
APPLICABLE LAW OF THE UNITED STATES.
Certain statements in this announcement are forward-looking statements. Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. The information contained
in this announcement is subject to change without notice and neither the Company
nor Ocean Equities nor Panmure Gordon & Co assume any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein.
The following definitions have been used in this announcement and appendix:
'Admission' admission of the Placing Shares to trading on AIM
in accordance with the AIM Rules
'AIM' the AIM market of the London Stock Exchange
'AIM Rules' the AIM Rules for companies as published by the
London Stock Exchange from time to time
'Board' or the directors of Borders & Southern Petroleum
'Directors'
'Borders & Southern Borders & Southern Petroleum plc, whose
Petroleum' or the registered office is at 3 Copthall Avenue, London
'Company' EC2R 7BH
'CREST' the relevant system (as defined in the
Uncertificated Securities Regulations 2001) in
respect of which Euroclear UK & Ireland Limited
is the operator
'EGM' an Extraordinary General Meeting of the Company
which will be held on 10th September 2007 to
consider resolutions necessary to give effect to
the Placing
'Existing Ordinary the 127,687,500 Ordinary Shares in issue as at
Shares' the date of this announcement
'FSMA' Financial Services and Markets Act 2000 (as
amended)
'Investment Company U.S. Investment Company Act of 1940, as amended.
Act'
'London Stock London Stock Exchange plc
Exchange'
'Insinger de Insinger de Beaufort whose registered office is
Beaufort' at 131 Finsbury Pavement, London EC2A 1NT, the
Nominated Adviser to the Company
'Ocean Equities' Ocean Equities Limited whose registered office is
at 3 Copthall Avenue, London EC2R 7BH, the broker
to the Company and the joint placing agent to the
Placing
'Ordinary Shares' ordinary shares of 1p each in the capital of the
Company
'Panmure Gordon & Panmure Gordon (Broking) Limited (trading as
Co' Panmure Gordon & Co) whose registered office is
at Moorgate Hall, 155 Moorgate, London, EC2M 6XB,
the joint placing agent to the Placing
'Placee' a person who subscribes for Placing Shares
pursuant to the Placing on the terms and subject
to the conditions contained herein
'Placing' the conditional placing by Ocean Equities and
Panmure Gordon & Co, on behalf of the Company, of
the Placing Shares at the Placing Price, pursuant
to the terms and conditions of the Placing
Agreement
'Placing Agreement' the conditional agreement dated 15 August 2007
between the Company, Ocean Equities and Panmure
Gordon & Co relating to the Placing
'Placing Price' 30p per Ordinary Share
'Placing Shares' 50,000,000 new Ordinary Shares which are the
subject of the Placing
'Shareholders' holder(s) of Existing Ordinary Shares
'Securities Act' The U.S. Securities Act of 1933, as amended.
The Placing
Ocean Equities, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Company and no one
else in connection with the Placing.
Panmure Gordon & Co, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for the Company and no
one else in connection with the Placing.
Under the Placing, Ocean Equities and Panmure Gordon & Co, on behalf of the
Company, have conditionally placed 50,000,000 new Ordinary Shares at the Placing
Price to raise £15 million before expenses.
The Placing is conditional on the resolutions being proposed at the EGM being
passed by the holders of the Existing Ordinary Shares and Admission.
It is expected that Admission will occur and that dealings will commence on 11th
September 2007 at which time it is also expected that the Placing Shares will be
enabled for settlement in CREST.
Terms of the Placing Agreement
Pursuant to the Placing Agreement, Ocean Equities and Panmure Gordon & Co have
agreed to use their reasonable endeavours to place the Placing Shares with
placees procured by them.
The Placing is conditional upon, inter alia, the passing of the resolutions
being proposed at the EGM, Admission and on the Placing Agreement having become
unconditional and not having been terminated in accordance with its terms prior
to Admission. If the conditions of the Placing Agreement are not fulfilled or
waived on or before 8.00 am on 11th September 2007 (or such later time and date
as the Company, Ocean Equities and Panmure Gordon & Co may agree, being no later
than 8.00 am on 18th September 2007) the Placing will not become unconditional
and the placing monies will be returned to the placees, without interest, as
soon as practicable thereafter.
In consideration of their services in connection with the Placing, the Company
will pay to Ocean Equities and Panmure Gordon & Co a commission of a certain
percentage of the aggregate value, at the Placing Price, of the Placing Shares.
The Placing Agreement contains warranties given by the Company with respect to
the Company, its business and certain matters connected with the Placing. Ocean
Equities and Panmure Gordon & Co are entitled to terminate the Placing Agreement
in certain circumstances prior to Admission, principally in the event that any
of the warranties contained therein are, or become, materially untrue,
inaccurate or misleading or if a force majeure type event arises. In addition,
the Company has given a customary indemnity to Ocean Equities and Panmure Gordon
& Co in respect of, amongst other things, the performance by Ocean Equities and
Panmure Gordon & Co of their services in connection with the Placing.
The exercise by Ocean Equities or Panmure Gordon & Co of any right of
termination under the Placing Agreement shall be within the absolute discretion
of Ocean Equities or Panmure Gordon & Co, and Ocean Equities and Panmure Gordon
& Co shall have no liability to any Placee, or any other person for whom any
Placee is subscribing Placing Shares in respect of any decision which they make
as to whether or not to exercise any right of termination or any of its other
rights under the Placing Agreement.
THE FOLLOWING INFORMATION IS DIRECTED AT PLACEES PROCURED BY PANMURE GORDON & CO
These terms and conditions apply to persons making an offer to subscribe for
Placing Shares under the Placing. Each person to whom these conditions apply, as
described above, who confirms his agreement to Panmure Gordon & Co (on behalf of
itself and the Company) to subscribe for Placing Shares (which may include
Panmure Gordon & Co and/or its nominee(s)) hereby irrevocably agrees with each
of Panmure Gordon & Co and the Company to be bound by these terms and conditions
as being the terms and conditions on which the Placing Shares will be issued
under the Placing. A Placee shall, without limitation, become so bound if and
when Panmure Gordon & Co confirms to it (i) the Placing Price and (ii) its
allocation (the 'Confirmation') and Panmure Gordon & Co so notifies the
Company's registrar on behalf of the Company.
Conditional on (i) Admission occurring on 11th September 2007 or such later date
as the Company, Ocean Equities and Panmure Gordon & Co may agree (not being
later than 18th September 2007 ('Long Stop Date'), and (ii) the Confirmation
having been made to it, each Placee agrees to subscribe for the number of
Placing Shares allocated to it, at the Placing Price. To the fullest extent
permitted by law, each Placee acknowledges and agrees that it will not be
entitled to exercise any remedy of rescission at any time. This does not affect
any other rights a Placee may have. A conditional contract note will be
dispatched as soon as possible following the Confirmation.
Each Placee undertakes to pay the Placing Price for the Placing Shares issued to
such Placee in such manner as shall be directed by Panmure Gordon & Co.
Liability for stamp duty and stamp duty reserve tax is described below. In the
event of failure by any Placee to pay as so directed, the relevant Placee shall
be deemed hereby to have appointed Panmure Gordon & Co or any nominee of Panmure
Gordon & Co to place (in one or more transactions) or to subscribe itself for
any or all of the Placing Shares in respect of which payment shall not have been
made as directed by Panmure Gordon & Co.
This announcement is the sole responsibility of the Company. Panmure Gordon & Co
is acting as joint placing agent to the Placing, and is acting for the Company
and no other person in relation to the Placing. Panmure Gordon & Co will not be
responsible to any person other than the Company for providing the protections
afforded to the customers of Panmure Gordon & Co nor for advising any person
other than the Company on the transactions and arrangements referred to in this
document.
By participating in the Placing, each Placee irrevocably represents, warrants
and undertakes to Panmure Gordon & Co (for itself and as agent of the Company)
that:
1 its Placing Participation on the terms set out in this
letter is irrevocable and is not capable of termination or rescission by the
Placee in any circumstances.
2 it has not relied on any information given (other than the information set
out in the Announcement) or any representations, warranties, agreements or
undertakings (express or implied), written or oral, or statements made at
any time by the Company or Ocean Equities or Panmure Gordon & Co or by any
subsidiary, holding company, branch or associate of the Company or Ocean
Equities or Panmure Gordon & Co, or any of their respective officers,
directors, agents, employees or advisers, or any other person in connection
with the Placing, or relating to the Company and its subsidiary or the
Placing Shares and that in making its application under the Placing it will
be relying solely on information concerning the Company which is publicly
available in the UK and will not be relying on any statements or agreements
by the Company or Ocean Equities or Panmure Gordon & Co or any director,
employee or agent of the Company or Ocean Equities or Panmure Gordon & Co
other than as expressly set out in this letter.
3 it warrants, represents and agrees that it is a person falling within one or
more of the categories of persons set out in Article 19 (Investment
Professionals), Article 49 (High net worth companies, unincorporated
associations etc)of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the 'Financial Promotion Order') or is
otherwise lawfully entitled to receive the same notwithstanding that the
contents of no document in connection with the Placing shall have been #
approved for the purposes of section 21 of the FSMA.
4 it agrees that the exercise by Ocean Equities or Panmure Gordon & Co of any
right of termination or any right of waiver exercisable by Ocean Equities or
Panmure Gordon & Co contained in the Placing Agreement is within the
absolute discretion of Ocean Equities or Panmure Gordon & Co and Ocean
Equities or Panmure Gordon & Co will not have any liability to any Placee
whatsoever in connection with any decision to exercise or not exercise any
such rights.
5 it acknowledges that Ocean Equities and Panmure Gordon & Co are acting in
the provision of corporate finance services to the Company for their own
account, within the meaning of the Conduct of Business Source Book of The
Financial Services Authority ('COB Source Book'), by whom Ocean Equities and
Panmure Gordon & Co are authorised to carry on regulated activities under
the Financial Services and Markets Act 2000.
6 it acknowledges and agrees that Ocean Equities and Panmure Gordon & Co are
not acting for any Placee, and that it does not expect Ocean Equities or
Panmure Gordon & Co to have any duties or responsibilities towards any
Placee for providing protections afforded to their customers or clients
under the COB Source Book or advising any Placee with regard to the Placing,
its Placing Participation and whether or not the Placing Shares are in any
way a suitable investment for the Placee, and that it is not, and will not
be, a customer or client of Ocean Equities or Panmure Gordon & Co as defined
by the COB Source Book. Likewise, neither Panmure Gordon & Co nor Ocean
Equities will treat any payment by any Placee pursuant to this Placing as
client money governed by the COB Source Book.
7 it acknowledges that the terms and conditions of its Placing Participation
will be governed by, and construed in accordance with, the laws of England
and Wales, the exclusive jurisdiction of whose courts it agrees to submit as
regards to any claim, dispute or matter arsing out of or related to the
Placing.
8 unless the Placee is taking up its Placing Participation pursuant to an
exemption from applicable securities laws:
(i) it was outside the United Sates at the time its subscription was originated
and it is not a resident of the United States, Canada, Japan, Republic of
Ireland, Republic of South Africa or Australia (or any other territory in which
it is unlawful to make an offer to subscribe for Placing Shares or to reply to
this letter or to complete the Letter of Confirmation) and it is not a US person
or a citizen of Canada, Japan, Republic of Ireland, Republic of South Africa or
Australia;
(ii) it has not offered, sold or delivered as principal or agent, directly or
indirectly and will not offer, sell or deliver any of the Placing Shares in or
into the United States, Canada, Japan, Republic of Ireland, Republic of South
Africa or Australia or to or for the benefit of any persons in the United
States, Canada, Japan, Australia, the Republic of Ireland or South Africa;
(iii) neither it, its affiliates, nor any persons acting on its behalf, have
engaged or will engage in any direct selling efforts with respect to the Placing
Shares;
(iv) it is not taking up the Placing Shares for re-offer or resale in or into
the United States, Canada, Japan, Republic Ireland, Republic of South Africa or
Australia and it will not offer, sell or deliver as principal or agent, directly
or indirectly, any of the Placing Shares to any person purchasing such shares
for re-offer or resale in or into the United States, Canada, Japan, Republic of
Ireland, Republic of South Africa or Australia; and
(v) it will not distribute any offering material, directly or indirectly, in or
into the United States, Canada, Japan, the Republic of South Africa, the
Republic of Ireland or Australia or to any persons resident in such countries.
Terms and expressions used in this paragraph have the meanings given to them by
regulations made under the Securities Act.
It further represents and warrants that it will not procure the acquisition of
any Placing Shares by or for the account of any person with an address in the
United States, Canada, Republic of Ireland, Republic of South Africa, Japan or
Australia, it will not offer any Placing Shares to any such person and it will
not otherwise treat any Placing Shares in any manner that would contravene any
applicable United States, Australian, Canadian, Irish Republic, Republic of
South Africa, Japanese or other securities legislation.
9 it acknowledges that the Placing Shares have not been nor will be registered
under the Securities Act or under the relevant securities laws of any state
of the United States or the relevant securities laws of Canada, Japan,
Australia, the Republic of Ireland or the Republic of South Africa.
10 it warrant, represent and agree that you are lawfully entitled to acquire
the Placing Shares offered to you in this letter and have complied with all
relevant laws of all relevant territories, obtained all requisite
governmental or other consents which may be required in connection with your
Placing Participation, complied with all requisite formalities have paid any
issue, transfers, or other taxes due in connection with your acceptance in
any territory and that you have not taken any action or omitted to take any
action which will or may result in Ocean Equities, the Company, ICAP,
Panmure Gordon & Co or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory
requirements of any territory in connection with the Placing or your
Placing Participation.
11 it warrants, represents and agrees that in accepting its Placing
Participation it is not applying for registration as, or as a nominee or
agent for, a person who is or may be a person mentioned in sections 67 to 72
inclusive and sections 93 to 97 inclusive of the Finance Act 1986.
12 it confirms, warrants, represents and agrees that, to the extent applicable
to it, it is aware of its obligations in connection with the Criminal
Justice Act 1993 and Part VIII of the Financial Services and Markets Act
2000, it has identified its clients in accordance with the Money Laundering
Regulations 2003 and it has complied fully with its obligations pursuant to
those Regulations, the provisions of the Proceeds of Crime Act 2002, the
Criminal Justice Act 1993 and section 118 of FSMA.
13 it acknowledges and agrees that all times and dates in this announcement
may be subject to amendment and Panmure Gordon & Co shall notify the Placee
of any such amendments.
14 it confirms that it will not deal or cause or permit any other person to
deal in any Placing Shares unless and until Admission becomes effective.
15 it warrants, represents and agrees that it is acting as principal and for no
other person and that its acceptance of the Placing Participation will not
give any other person a contractual right to require the issue by the
Company of any Placing Shares.
16 it confirms, warrants and agrees that it is liable for all and any stamp
duty or stamp duty reserve tax and any related costs, fines, penalties
and interest arising in respect of the delivery and settlement in respect
of the Placing Shares comprised in its Placing Participation and if the
Company is obliged by law to pay any such tax, it shall be entitled to
recover it from the Placee.
17 it warrants, represents and agrees that it will (or will procure that its
nominee will), if applicable, make notification to the Company of the
interest in its ordinary shares in accordance with the Disclosure and
Transparency Rules.
18 it acknowledge that the Company, Panmure Gordon & Co, Ocean Equities, their
respective members, directors, employees, agents and advisers will rely
upon the truth and accuracy or the confirmations, acknowledgements,
representations and warranties contained hereby.
19 it irrevocably appoints any director of Panmure Gordon & Co as its agent for
the purpose of executing and delivery to the Company and/or its registrars
any documents on its behalf necessary to enable it to be registered as the
holder of any of the Placing Shares comprised in its Placing Participation.
20 it warrants, represents and agrees it will be acquiring the Placing Shares
for its own account as principal or for a discretionary account or accounts
(as to which it has the authority to make and do make the statements in this
announcement) for investment purposes only.
21 it agrees that all notices, remittances and documents or title are sent to
it as its agent at its own risk.
22 it agrees to be bound by the terms of the constitution of the Company in
force immediately following Admission.
23 it acknowledges that there are risks associated with the purchase of the
Placing Shares.
Each Placee irrevocably appoints any director of Panmure Gordon & Co as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Placing Shares offered to it.
Settlement of the transactions in the Placing Shares following Admission will
take place within the CREST system against Panmure Gordon & Co's CREST account
83801.
Panmure Gordon & Co will endeavour to meet the demands of those Placees
indicating that they wish to hold their Placing Shares in certificated form.
The times and dates set out in this announcement are subject to amendment (apart
from the Long Stop Date). Panmure Gordon & Co will notify the Placees of and any
persons acting on their behalf of any changes.
In the case of a joint agreement to subscribe for Placing Shares, references to
a Placee in these terms and conditions are to each Placee who is a party to such
agreement and each such Placee's liability is joint and several.
These terms and conditions and all documents and agreements into which these
terms and conditions are incorporated by reference or otherwise validly form a
part will be governed by and construed in accordance with English law. For the
exclusive benefit of Panmure Gordon & Co and the Company each Placee irrevocably
submits to the non-exclusive jurisdiction of the English courts in respect of
these matters. This does not prevent an action being taken against the Placee in
another jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange